Rise of The Night
by SabreSpark
Summary: All Nightfall wanted was to live a normal life. But a certain nightmare haunts him in his sleep, forcing him to relive the darkest day of his life. Now, desperate for answers, Nightfall embarks on a journey to discover the truth. But will he be able to accept the truth, especially when he discovers the dark secret behind his lineage?
1. An Ordinary Beginning

**Okay, so this is my first fanfiction story ever. Feel free to leave helpful and constructive criticisms and don't be afraid to speak your mind. Thank you for taking the time to read this and I hope you enjoy it.**

**Disclaimer: I own nothing but my OC's. **

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**An Ordinary Beginning**

The_ train chugged along as the afternoon sun cast its light upon the world. Ahead lay a seemingly endless set of tracks. Aboard the train, passengers patiently waited for their next stop, talking amongst themselves or staring out the window at the fleeting scenery. All was well; all was as it should be. _

_Then, things took a turn for the worse. The train began to shudder and rattle uncontrollably. It's wheels left the track, no longer keeping the train on course. The crew dashed off trying anything they could to stop the inevitable, desperation and fear evident on their faces. But it was all for naught. At an upcoming turn, the train surged forward right off the tracks. The locomotive struck the ground followed by the cars behind. Soon, car after car began to run right into each other in a massed pile of destruction. Screams from the many passengers melded together in an unbearable cry of fear and desperation. A spark of light betrayed the presence of a fire. It grew larger and larger as it consumed every last inch of the train just before… __**BOOOOOMMMM! **__The explosion expanded outward with the force of a hurricane, the sound deafening. Thick, black smoke billowed out from the inferno that continued to grow. _

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Nightfall jerked awake from the nightmare he had just witnessed. Sweat coated every inch of his body and he found himself short of breath. He was gripped by an icy chill that enveloped his body and refused to go away, a single overriding emotion that now controlled him: Fear. That nightmare, it was relentless, a curse that he, for whatever reason, now bore. But it was far more than just another nightmare for Nightfall; it was a painful reminder of the day he lost his guiding lights, his guardian angels, his parents.

Nightfall shakily got out of bed and headed for the bathroom where he proceeded to splash his face with cold water. It helped, but not much. He raised his head to look at his reflection in the mirror. What greeted him was a gray-coated unicorn with obvious signs of a restless night. His midnight blue and black mane was ruffled with loose strands of hair sticking out in every direction. His eyes sagged with exhaustion. And still he continued to stare into the mirror, lost in thought. _"Ten years," _he thought to himself. "_It's been ten years."_

Shaking his head to clear his mind, Nightfall took a glance at the clock: 7:00a.m. "_I'd better get moving. Still have that final exam to take." _

Thirty minutes later, Nightfall was walking along the stone hallway toward the science wing of the university. Two years ago, Nightfall had enrolled at Canterlot University, the most acclaimed academy in all of Equestria, to further his studies of astronomy. It was always his dream to become and astronomer and his cutie mark, two silver shooting stars outlined in gold, confirmed this. Nightfall studied day in and day out for the past couple of years and today was the day he would put all his knowledge to the test. If he passed, he would achieve his dream; if he failed…well….he didn't want to think about that.

Nightfall now found himself outside of room 207. A plaque hanging by the door read:

_Professor Quantum_

_Astronomy and Physics _

Nightfall shook with nervousness and anticipation. Luckily for him, Professor Quantum would be overlooking the exam. This was enough to put some of his fears to rest because Professor Quantum was Nightfall's favorite teacher and he the professor's favorite student. Professor Quantum was more than willing to help Nightfall whenever he could, taking him under his wing and teaching him far more than just the basics learned in class. In short, Nightfall had become his apprentice of sorts.

Nightfall opened the door and walked inside. Rows of desks were lined up in a semicircle, all facing the professor's desk. And at the desk sat the professor himself. Looking up from the papers he was reading on his desk, Quantum smiled at his prized student.

"Good morning Nightfall," he greeted warmly.

"Good morning to you too professor," Nightfall responded in kind.

"I trust you are ready for the exam?'

"Yes professor, as ready as I'll ever be."

"Excellent! Now if you would take a seat we can begin."

Nightfall walked to the nearest desk and sat down, pencil levitating beside him.

Professor Quantum proceeded to slip the test onto his desk. "Remember, you have as much time as you need to finish, so don't rush it. Take your time and do the best you can." He walks towards his desk before turning back. "And Nightfall, whether you pass or not, you will always be my greatest pupil."

Nightfall smiled at the professor before turning his attention to the paper before him. The professor's words inspired him and he was not going to let him down.

….3 hours later…..

Nightfall walked back and forth along the stone floor, patiently awaiting his test results. His previously banished worries were beginning to return and he couldn't help himself from worrying. _"What if I failed? What will happen to me then? What will the professor think? Will he refuse to continue being my teacher? _So caught up in his thought was Nightfall that he failed to notice that Professor Quantum had returned.

"Ahem"

Nightfall's mental struggle was brought to an abrupt end as he turned to see the professor right in front of him. "O-oh hello professor."

"I have some wonderful news Nightfall. Not only did you pass but you achieved a perfect score as well." He smiles amusingly at his now stunned student before continuing. "Because of your latest achievement and all your past success, I have decided that the time has come for you to take on a role of greater responsibility. From this point on you will be in charge of your own observatory, which I had built specifically for you. You will need to report your observations to me but beyond that you are free to do as you wish. Now, do you accept?"

Nightfall couldn't believe it. Not only did he pass the exam but he had achieved a perfect score, which was nearly unheard of. And beyond that he would now be in charge of his own observatory. In a single instant all of his previous concerns and doubts were cast aside like a boat caught in a tempest. He now had hope for the future and he had Professor Quantum to thank for it. It was all Nightfall could do to keep himself from rushing over and hugging his teacher.

"Yes, I accept! I can't thank you enough Professor for all that you've done for me. I promise to continue doing my best and to make the most of this opportunity you have given me."

"Your quite welcome Nightfall and I would expect nothing less from my top student. Now you had better hurry if you wish to reach your new home before sundown."

"But where will I be going professor?"

"Ponyville."

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**So the journey begins. I would really appreciate your feedback on how I am doing and what I can improve on. Like I said, all criticism is welcome as long as it's beneficial. **


	2. Arrival

**Wow, I really fell behind here. I expected to update much earlier than this. Oh well, whats done is done so no sense in worrying about it. For now all I have to say is enjoy:**

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**Arrival**

"All aboard for the train to Ponyville!"

Nightfall walked up to the conductor, handed him his ticket, and chose a secluded cabin near the back of the train. After Professor Quantum informed him where he was headed, they spent some time further discussing the conditions of the arrangement. In addition to the observatory, the professor had also presented Nightfall with a ticket to Ponyville as well as a key to his new home and the observatory. Now he was on his way.

The soft, rhythmic motion was quite relaxing to Nightfall, offering a chance to relax after a day filled with excitement. Ever so slowly, he fell into a deep slumber.

A high-pitched whistle and the screeching of the train wheels on the track woke Nightfall from his nap. Groggily, he stood up and peered out the window to a beautiful sight: the town of Ponyville glowing brightly in the sun, so friendly and inviting.

"_My new home,"_ he thought to himself.

After a double-check of his luggage, Nightfall stepped off the train into what he was sure to be the start of a great, new life.

"_Alright, I suppose the first thing I should do is find my home." _With that, he began his search, consulting a map of Ponyville given to him by the professor. "_hmmm….seems it is located on the outskirts of town, with the observatory nearby. Makes sense seeing as how the light from town would obscure the stars. That, and it should be quiet and peaceful, just the way I like it."_

A series of twists and turns and walking in circles leaves Nightfall back where he began, lost without any idea where to go. _"Looks like I'll need some directions. Now who should I ask?" _

Glancing around, he found many ponies wandering around, smiling and enjoying the day. He noticed a unicorn mare with an aquamarine coat and mint green mane streaked with white walking alongside a beige-coated earth pony mare with a blue and pink mane. Up in the sky was a grey pegasus mare with a blond mane who, incredulously, crashed straight into a tree before getting right back up and flying away. Everywhere he looked it seemed that everypony was busy.

Unwilling to impose on anypony's day, Nightfall walked on, hopping to find somepony with the time to help him. But as time went on, he could find no one who seemed to have any free time. A sense of frustration began to settle over Nightfall and, against his previous wishes, decided to ask the nearest pony for directions, a sense of guilt tagging behind. He noticed a unicorn stallion nearby with what appeared to be a ball of light floating in front of him. The unicorn had a deep blue coat with a chestnut brown mane and tail. His cutie mark was a scroll. With nopony else around, Nightfall made his way over. "Excuse me, but could you help me?" Nightfall asked calmly, "I'm new here and I nee… he was cut off by a startled yelp from the stallion. The ball of light grew larger, as did the brightness of the light radiating from it. Nightfall was forced to shield his eyes from its sheer intensity. A moment later and the light died down, leaving a confused Nightfall and the stallion, who seemed stunned into silence. His emerald eyes betrayed a hint of fear, as if something happened that shouldn't have. "I'm sorry that I startled you like that; I didn't mean to."

The stallion shook his head to clear his mind before replying, "I-It's quite alright, I a-assure you. No harm done."

"That's a relief. But what was that glowing light? It's unlike anything I've ever seen."

The stallion hesitated, unsure of what to say. Finally, "I-It was nothing, j-just some magic."

"But I haven't seen magic like that before. Where did you learn it?"

Again the stallion hesitated. "I-I'd rather not talk about it anymore," he responded.

Nightfall nodded his head in understanding, "Okay, I won't continue to pry. Anyway, my name is Nightfall."

The stallion responded with a smile, "Nice to meet you, my name is Dusk Noir," his tone more relaxed.

"The feelings mutual….but I was wondering if you could help me with finding my new home. You see, I just arrived in town today and I was given this map but I still got lost. Can you point me in the right direction?"

Dusk studied the map carefully, taking note of where Nightfall's home was located. "All you need to do is continue down this road here to Town Hall before taking a right. You should reach your home in about ten minutes after that."

"Thank you and again I'm sorry for startling you like that."

"Don't worry about it, it was just an accident," Dusk dismissed the apology.

"Still….anyway I should get going," Nightfall said as he began to walk off, "Nice meeting you Dusk."

"Same here," Dusk replied in kind.

Following Dusk's instructions, Nightfall arrived at a two-story house on the outskirts of town, just as he expected. The construction was similar to that of other buildings in town. It was pale white in color with a midnight-blue roof and shutters. Further away a large, domed building could be seen with a large telescope projecting out of the roof-the observatory. The inside, while lacking necessary furnishings, was quite welcoming. _"Not much in terms of furniture but I can take care of that soon enough," he thought to himself. _

After settling in, Nightfall proceeded towards town to purchase some furniture for his new home. That and he was still curious to see what Ponyville had to offer. He was caught off guard as a pony came hopping down the road. She had a pink coat and mane as well as three balloons for a cutie mark, two blue and one yellow. She appeared to be giggling to herself as she continued bouncing up and down. Nightfall simply continued on his way but ceased when the pink pony bounced right up to him. "Umm….hello," Nightfall proceeded to break the awkward silence.

The pink pony jumped high into the air with a large gasp before rocketing down the street, a pink cloud of dust left in her wake. _"That was…..unusual, I suppose. _Dismissing it as a random encounter, Nightfall continued with his task.

Nightfall was now on his way home after purchasing everything he needed. He had been told that the furniture would be brought by sometime tomorrow. Walking through town, he noticed something strange; he couldn't see anypony anywhere. Just before the town was a buzz with activity but now, it was eerily quite. "_Strange," _Nightfall thought to himself, "_where did everypony go?"_ Slightly on edge, he walked on. Upon reaching his house, he went straight inside only to be met by all the lights flickering to life and a loud "**SURPRISE!"**

Nightfall immediately jumped in surprise and, admittedly, fright. Rising to his hooves, he immediately noticed a large number of ponies in his house and in front was the pink pony from before, bouncing even more rapidly than before. She went up to Nightfall before greeting him the only way she knew how:

"Hi there, I'm Pinkie Pie and welcome to your super-duper, extra-spectacularific welcome to Ponyville party. Remember when I noticed you walking by and went 'gasp' I knew I had never seen you here before and if I hadn't seen you before that meant you were new and if you were new that meant you would have no friends so I threw this welcome party just for you and now you can make lots and lots and lots of friends."

Nightfall was stunned at the sheer speed at which the pink pony….er Pinkie had just spoken, and all in one breath too. Flabbergasted, he tried to respond, "Th-That was really nice of you Pinkie. Thank you." He wasn't too fond of parties but he didn't want to hurt Pinkie's feelings.

"No need to thank me silly-willy, it's what I do," Pinkie responded with a large smile, "now….LETS PAAARRRTYYYY!"

Feeling out of place, Nightfall secluded himself to a corner of his home, watching as the ponies partied. He was surprised at the number of activities that Pinkie had prepared: pin the tail on the pony, apple bobbing, a DJ, and, surprisingly, a piñata. Despite the happy vibe of the party, he just couldn't join in. He was never good at socializing and being in room full of unfamiliar ponies only served to increase his nervousness. So Nightfall remained seated, separating himself from the rest of the partygoers. Nopony approached, probably because they were too busy having fun or because they couldn't see him. But one pony did. Nightfall didn't even notice until, "Hello." He was startled at first before he turned to look for the source of the greeting. Standing before him was a unicorn mare with a pale green coat and dark blue mane and tail. Her cutie mark was a paint brush dripping pink paint. She gave Nightfall a warm smile before continuing, "You're the pony Pinkie threw this party for aren't you."

Nightfall responded with a simple nod.

"I'm Gentle Dream."

"Nightfall," he replied, though not loudly.

"Am…am I making you uncomfortable," she responded with a slight frown.

"No, no, no….its just…I've never been very social and being new here….." Nightfall trailed off.

Gentle nodded her head in understanding. "I understand. I felt alone when I first came to Ponyville, but then I made friends and things got better."

"Easier said than done. I have had very few friends an only one best friend and I haven't seen her in a long time," his tone depressed, "I'm not sure I can make friends anymore."

"Come on, I know that isn't true. You just have to try."

Nightfall merely shrugged.

"Go and enjoy the party and have fun. You _will_ make friends in time, trust me."

For some reason, Nightfall felt compelled to do just that. "Okay, I'll try."

Gentle smiled happily and turned to rejoin the party. Before she got too far Nightfall called out: "Gentle!" She turned around. "Thank you."

"What are friends for," she beamed before disappearing back into the crowd.

"_Friends?" _he thought to himself. As he continued to ponder what Gentle said, a warm feeling spread throughout his very being. And for the first time in a long time Nightfall was truly happy.

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**If you are wondering why we didn't see more of the mane six, it's because this is a more OC-centered story. Sorry to disappoint anyone who was hoping for more of our favorite group of ponies but it is what it is. That aside, I would like to think everyone who reviewd last time; I really appreciate it.**

**Special Thanks to the following for allowing me to use their OCs:**

**AlphaTheGriffin17-Dusk Noir**

**Emmo13-Gentle Dream**

**You guys are awsome :)**


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